EMPLOYMENT AGREEMENT
EXHIBIT
10.10
This
employment agreement (the “Agreement”) is effective as of December , 2005
(the “Effective Date”), by and between BioCancell Therapeutics
Ltd., an
Israeli company with its principal place of business at Hi-Tech Park, Xxxxxx X.
Xxxxx Campus, Givat Ram, X.X. Xxx 00000, Xxxxxxxxx, 00000 and its parent,
BioCancell Therapeutics
Inc.,
(collectively the “Company”) and Xxxxxxx Xxxxxxxx,
Ph.D., I.D.
No. TZ 9181538, of Beit XxXxxxx 00, Xxxxxxxxx 00000 (the
“Employee”).
Whereas the
Company desires to employ the Employee in the position of Chief Scientific
Officer (the “Position”);
Whereas the
Employee desires to accept employment by the Company and to fulfill the
responsibilities of the Position; and
Whereas the
parties desire to set forth the conditions of employment pursuant to which the
Company will employ the Employee;
It is hereby agreed by and between
the parties as follows:
| 1. |
Preamble
|
The
preamble to this Agreement and any attachments thereto are an integral part of
this Agreement.
| 2. |
Job
Description
|
The
Employee shall be responsible for the scientific direction and activities of the
Company. He shall report directly to the Chairman of the Board of Directors or
his designate. The description of responsibilities set forth herein shall serve
as a general statement of the duties, responsibilities and authority of the
Employee. Additional duties, responsibilities and authority may be assigned to
the Employee by the Chief Executive Officer or the Board of Directors from time
to time in his discretion.
| 3. |
Working
Hours
|
The
Employee shall be employed by the Company on a eighty percent (80%) basis,
namely for not less than thirty-five (35) hours per week (inclusive of
mealtime). The Employee agrees that his position is considered to be a
management position as defined in the Hours of Work and Rest Law - 1951, which
requires a special measure of personal trust. Accordingly, the provisions of the
Hours of Work and Rest Law - 1951 shall not apply and the Employee shall not be
entitled to receive any additional payment for his work other than those that
are set forth in this Agreement.
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| 4. |
Term of
Agreement
|
This
Agreement shall take effect from the Effective Date and shall remain in effect
for a period of three years unless it is earlier terminated as hereinafter
provided.
| 5. |
Annual
Salary
|
| 5.1. |
The
Employee’s annual salary shall be as
follows:
|
| 5.1.1. |
The
Employee shall receive an annual gross salary of seventy-two thousand
dollars ($72,000), payable in New Israeli Shekels according the
representative rate of exchange in effect each month at the time Company
salaries are calculated. The Employee’s salary shall be paid in twelve
equal installments, monthly in
arrears.
|
| 5.1.2. |
The
salary set forth in paragraph 5.1.1, above, shall be referred to as the
“Global Salary”. The linkage of the Global Salary to the United States
dollar is in lieu of any generally-applicable increases, whether the
statutory cost of living increase (“Tosefet Yoker”) or any other
industry-wide increase applicable as the result of collective bargaining
agreements or other order of the Ministry of Labor and Welfare (such as
Tzavei Harhava). By signing this Agreement and accepting employment
pursuant to its terms, the Employee represents that s/he will not claim
any such increase.
|
| 5.1.3. |
The
Employee shall not be entitled to receive from the Company any salary or
payment of any kind other than the Global Salary and other payments
specifically set forth in this Agreement or properly authorized by the
Board of Directors and, should the Employee be a director of the Company
at the time such other payments not specifically included in this
Agreement are made, by the shareholders of the
Company.
|
| 5.2. |
Other
Terms of Employment
|
| 5.2.1. |
Bonuses and
Options:
The Employee shall be eligible to receive one or more bonuses during any
calendar year in the discretion of the Chief Executive Officer, acting in
consultation with the Board of Directors. The Employee shall be entitled
to receive a bonus equal to seven-and-one half (7.5%) percent of any grant
actually received by the Company due to Employee’s active participation in
preparing the grant application, excluding grants from the Office of the
Chief Scientist and provided that the acceptance of such grant by the
Company was approved by the Board of
Directors.
|
| 5.2.2. |
Expenses:
The Employee shall be entitled, in accordance with the Company’s standard
policy in effect from time to time, to be reimbursed for expenses incurred
in Israel and abroad in connection with Company business against receipt
by the Company of appropriate vouchers, receipts or other proof of the
Employee’s expenditures.
|
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| 5.2.3. |
Annual Leave and
Recreation Pay (Damei Havra’a):
The Employee shall be entitled to twenty (20) working days of paid annual
leave each year. The Employee shall not be allowed to accrue more than
thirty (30) working days of annual leave except in unusual circumstances
and with the permission of the Company. Should the Employee’s annual leave
balance exceed thirty (30) days at the end of any calendar year, the
excess number of days shall be paid out. The Company shall also pay the
Employee for such number of days of recreation (damei havra’a) each year
in accordance with the law and the normal practice of the Company in
effect from time to time.
|
| 5.2.4. |
Sickness and
Disability Insurance:
The Employee shall be entitled to the number of days for sick leave
permitted by law. Compensation for sick days utilized shall be paid
according to his Global Salary only upon the presentation of medical
documentation as required by the Company. The Employee shall be covered by
disability insurance that provides monthly compensation. The cost of such
insurance shall be borne by the Company. Notwithstanding the foregoing,
the Employee shall not be entitled to receive compensation for sick leave
if such compensation is covered by the Employee’s disability insurance
referred to above. However, should the amounts received by the Employee
pursuant to such disability insurance be less than the amount that is
properly payable as compensation for the Employee’s available sick leave,
according to the Global Salary, the Company shall pay the difference. It
is understood and agreed that unused sick leave cannot be redeemed by the
Employee. For the avoidance of doubt, it is understood and agreed that the
payments made by the Company in consideration of sick leave covers all
obligations of the Company pursuant to the Sick Leave Law -
1976.
|
| 5.3. |
Pension Benefits and Severance
Payments
|
| 5.3.1. |
The
Company will pay into a Provident Fund (Kupat Gemel) (in the meaning of
paragraph 47 of the Income Tax Ordinance) in the form of Manager’s
Insurance or another form according to the Employee’s choice and the
Company’s agreement, an amount equal to thirteen and one third percent (13
1/3 %) from the monthly Global Salary paid to the Employee, and the
Employee will pay, on his own account, an amount equal to five percent
(5%) from that Global Salary. The Employee agrees that the Company shall
be entitled to deduct the Employee’s contribution (5%) from the Employee’s
salary. For the avoidance of doubt, it is clarified that under no
circumstance shall the Company’s contribution exceed thirteen and one
third percent (13 1/3 %) of the Global Salary in any one
month.
|
| 5.3.2. |
Five
percent (5%) of the thirteen and one third percent (13 1/3 %) that the
Company contributes as set forth above and the five percent
(5%) the
Employee contributes will be treated as pension benefits for the Employee
or his survivors. The remaining eight and one third percent (8
1/3 %) of the Company’s contribution will be utilized to pay severance
benefits to the Employee or his descendants in the event of the
termination of his employment with the Company, except in those
circumstances discussed below.
|
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| 5.3.3. |
In
the event that the Employee chooses Manager’s Insurance, the policy shall
belong to the Company as long as it employs the Employee and it makes the
required payments on the policy. The payments made into the Kupat Gemel
pursuant to paragraph 5.3.1 above shall fulfill the Company’s obligation
for severance payment pursuant to the Severance Compensation Law - 1963.
Upon the termination of the Employee’s employment, for whatever reason,
and upon his final departure from the Company, the Employee or his
descendants shall be entitled to receive the ownership of all rights which
have accrued on his behalf in the Kupat Gemel or the ownership of the
Manager’s Insurance policy, as appropriate and subject to the provisions
of section 6, below.
|
| 5.3.4. |
In
the event that there is a difference in the Employee’s favor between the
amount to which he is entitled to receive pursuant to the Severance
Compensation Law - 1963 and the severance payment amount (including
linkage and interest) that is in the Kupat Gemel or Manager’s Insurance
policy, the Company shall pay that difference. The Company shall be
obligated to pay such difference whether the termination of the Employee’s
employment is at the Employee’s initiative or the Company’s, except in the
case of termination pursuant to paragraphs 6.3 and 6.4, below. For the
avoidance of doubt, it is understood that in the event that the severance
payment amount (including linkage and interest) that is in the Employee’s
Kupat Gemel or Manager’s Insurance policy exceeds the amount to which he
is entitled to receive as severance compensation pursuant to the Severance
Compensation Law - 1963, the difference shall not be transferred to the
Employee, including to his pension account, but shall be the property of
the Company.
|
| 6. |
Termination of
Employment
|
| 6.1. |
The
Employee may terminate the Employee’s employment with the Company without
cause at any time upon three (3) month’s notice. The Company may terminate
the Employee’s employment with the Company without cause at any time upon
six (6) month’s notice. The Company shall have the right, in its sole
discretion, to require the Employee to continue working for the Company
during the notice period.
|
| 6.2. |
The
Employee’s employment shall be terminated by his death or disability. (For
purposes of this section, “disability” shall be deemed to have occurred if
the Employee is unable, due to any physical or mental disease or
condition, to perform his normal duties of employment for 90 consecutive
days or 120 days in any twelve month period.) In such an event, he shall
be entitled to continue to receive his annual salary for three (3) months
following his last day of actual
employment by the Company. Such amount shall be in addition to any
severance payment he is entitled to receive according the provisions of
the Severance Compensation Law - 1963. Should the Employee’s employment be
terminated as a result of his death, the benefits granted herein, shall be
granted instead to his lawful heir or
heirs.
|
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| 6.3. |
Notwithstanding
the foregoing, the Company may terminate the Employee immediately and
without prior notice in the following circumstances; (a) a material breach
of the Employee’s obligations pursuant to paragraphs 8.8, 8.9 and 8.10
(confidentiality and non-competition); (b) a material breach by the
Employee of any other provision of this Agreement, which is not cured by
the Employee within fifteen (15) days after receiving notice thereof from
the Company containing a description of the breach or breaches alleged to
have occurred; (c) the habitual neglect or gross failure by the Employee
to adequately perform the duties of his position; (d) any act of moral
turpitude or criminal action connected to his employment with the Company
or his place of employment; or (e) the Employee’s refusal to comply with
or his violation of lawful instructions of the Chief Executive Officer or
the Board of Directors.
|
| 6.4. |
In
the event that Employee’s employment has been terminated in accordance
with paragraph 6.3, above, the Employee shall not be entitled
to receive any of the severance payments set forth in paragraphs 5.3.4 and
6.2, above.
|
| 7. |
Taxes and Other
Payments
|
| 7.1. |
Unless
otherwise specifically provided for in this Agreement, the Company shall
not be liable for the payment of taxes or other payments for which the
Employee is responsible as result of this Agreement or any other legal
provision, and the Employee shall be personally liable for such taxes and
other payments.
|
| 7.2. |
The
Employee hereby agrees that the Company shall deduct from his Global
Salary the Employee’s national insurance fees, income tax and other
amounts required by law or the terms of this Agreement. The Company shall
provide the Employee with documentation of such
deductions.
|
| 8. |
The Obligations of the
Employee
|
| 8.1. |
The
Employee agrees to devote his business time, energy, abilities and
experience to the performance of his duties, effectively and in good
faith.
|
| 8.2 |
During
the period of his employment, the Employee shall not be employed, whether
or not during regular business hours, for pay or not by any other party
other than the Company for more than twenty (20%) percent of his time, and
any such engagement shall be subject to the provisions of Section 8.11.
Notwithstanding the foregoing, the Employee may, with the written
permission of the Chairman of the Board of Directors, become a consultant
or member of the Board of Directors of another company and may accept any
compensation in connection with such
position.
|
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| 8.4. |
The
Employee agrees to immediately inform the Company of any Company issue or
transaction in which the Employee has a direct or indirect personal
interest and/or where such issue or transaction could cause a conflict of
interest for the Employee in the fulfillment of his responsibilities as an
employee of the Company.
|
| 8.5. |
The
Employee hereby gives irrevocable instructions and permission to the
Company to deduct from any amounts owed to the Employee by the Company,
including amounts payable as severance compensation, (a) any debt he has
or will have to the Company; and/or (b) any amount that was wrongfully or
mistakenly paid to him by the Company. Any such amounts to be deducted
shall be calculated in real terms as of the date of the deduction,
including linkage to cost of living
index.
|
| 8.6. |
The
Company may at its discretion and at any time apply for and procure as
owner and for its own benefit and at its own expense, insurance on the
life of the Employee (“Key Man Life Insurance”) in such amounts and in
such form or forms as the Company may choose. The Employee shall cooperate
with the Company in procuring such insurance and shall, at the Company’s
request, submit to such medical examinations, supply such information and
execute such documents as may be required by the insurance company or
companies to whom the Company has applied for such insurance. Neither the
Employee nor any of his dependents shall have any interest whatsoever in
any such policy or policies, or in the proceeds
thereof.
|
| 8.7. |
The
Employee declares that the terms and conditions of his employment are
personal and confidential and will not be disclosed by
him.
|
| 8.8. |
The
Employee declares that he is free to enter into this Agreement and that he
has no obligations of any kind to any third party that would impair this
Agreement, either as an employee or an independent contractor. The
Employee further declares that as long as he remains an employee of the
Company, he will not incur any such
obligations.
|
| 8.9. |
The
Employee agrees to keep confidential (a) all professional, scientific,
commercial, and business information; and (b) any other information or
document that comes to the Employee’s knowledge in connection with the
affairs of the Company (collectively, the “Confidential Information”), and
agrees not to use or exploit the Confidential Information or to disclose
it to any third party where such use, exploitation or disclosure in not
directly related to the affairs of the Company, unless the Company gives
prior written authorization of such disclosure. Nothing in the foregoing
shall be construed to prevent the Employee from disclosing or using any
information which the Employee can show by written documentation was in
the public domain or enters into the public domain through no improper act
on the Employee’s part or on the part of any of the Company’s employees or
was in his possession prior to his joining the Company or disclosed to the
Employee after he has left the Company on a non-confidential basis by a
person authorized to do so. The Employee agrees immediately to return all
such material
and reproductions in his possession to the Company upon request and in any
event upon termination of
employment.
|
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| 8.10. |
The
Employees agrees that during his employment by the Company and thereafter
he (a) will not disseminate or otherwise make use of the Confidential
Information or of other non-public information of which he learned while
working for the Company, except where such dissemination or use is
directly related to the affairs of the Company; (b) will maintain the
confidentiality of the Confidential Information; and (c) will not in any
way act to injure the reputation of the Company or any of its affiliated
companies.
|
| 8.11. |
The
Employee understands and recognizes that his services to the Company are
special and unique and agrees that, during the term of this Agreement, and
for a period of 12 months from the date of termination of his employment
hereunder, he shall not in any manner, directly or indirectly, on behalf
of himself or any person, firm, partnership, joint venture, corporation or
other business entity (“Person”), enter into or engage in any business
directly competitive with the Company’s business, either as an individual
for his own account, or as a partner, joint venturer, employee, agent,
consultant, salesperson, officer, director or shareholder of a Person
operating or intending to operate within the area that the Company is, at
the date of termination, conducting its business (the “Restricted
Businesses”); provided, however, that nothing herein will preclude the
Employee from holding one percent (1%) or less of the stock of any
publicly traded company or from holding a position with a Person who does
not engage in a business directly competitive with the Restrictive
Businesses so long as the Employee works in a division of such Person
which carries on a bona fide business which is not directly competitive
with the Restricted Businesses.
|
| 8.12. |
For
a period of 12 months after the termination of this Agreement, the
Employee shall not interfere with or disrupt or attempt to disrupt the
Company’s business relationship with any of its partners, customers or
suppliers.
|
| 8.13. |
During
the term of this Agreement, and for 12 months thereafter, the Employee
shall not, directly or indirectly, without the prior written consent of
the Company:
|
(a)
solicit or induce any employee of the Company or any affiliated company to leave
the employ of the Company or any affiliated company or hire for any purpose any
employee of the Company or any affiliated company or any employee who has left
the employment of the Company or any affiliated company within six months of the
termination of said employee’s employment with the Company or any affiliated
company; or
(b)
solicit or accept employment or be retained by any party who, at any time during
the term of this Agreement, was a customer or supplier of the Company or any
affiliated company where his position will be related to the business of the
Company or any affiliated company; or
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(c)
solicit or accept the business of any customer or supplier of BioCancell or any
Affiliate with respect to products similar to those
supplied by BioCancell.
| 8.14 |
In
the event that the Employee breaches any provisions of paragraphs 8.11,
8.12 and/or 8.13, or there is a threatened breach, then, in addition to
any other rights which the Company may have, the Company shall be
entitled, without the posting of a bond or other security, to injunctive
relief to enforce the restrictions contained herein. In the event that an
actual proceeding is brought in equity to enforce these provisions, the
Employee shall not argue as a defense that there is an adequate remedy at
law nor shall the Company be prevented from seeking any other remedies
that may be available.
|
| 8.15. |
Upon
termination of his employment, the Employee agrees to assist the Company
with an orderly transition of his responsibilities and to return to the
Company any documents, information and/or materials that were given to him
or which were created by him in connection with his
employment.
|
| 9. |
Intellectual Property
Rights
|
Ownership of
Inventions. In
consideration for the compensation paid to the Employee by the Company in
paragraph 5 of this Agreement, the Employee hereby assigns to the Company any
and all right, title and interest in any inventions that arise from his
activities for the Company hereunder, and agrees to cooperate fully in the
prosecution of any patent application resulting from any such invention, at the
expense of the Company, which cooperation shall include executing any necessary
documents in connection therewith.
| 10. |
Indemnification
|
The
Company, or its parent company, and the Employee shall execute an agreement that
provides for the indemnification of the Company’s officers and directors. In
addition, the Company, or its parent company, shall maintain an appropriate
level of Directors and Officers Liability coverage, which coverage shall include
the Employee.
| 11. |
General
|
| 11.1. |
It
is agreed that the provisions of this Agreement represent the full scope
of the agreement between the parties and that neither side shall be bound
by any promises, declarations, exhibits, agreements or obligations, oral
or written, that are not included in this Agreement prior to its
execution. Any changes or amendments to this Agreement must be in writing
and signed by both parties.
|
| 11.2. |
This
Agreement shall be governed by, and construed and interpreted under, the
laws of the State of Israel. The parties agree that any legal claim lodged
by one party against the other arising from the terms of this Agreement
shall be adjudicated only by the appropriate court in Jerusalem,
Israel.
|
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| 11.3. |
If
any provision of this Agreement shall he declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions
thereof shall nevertheless remain in full force and effect and
enforceable, and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed
herein.
|
| 11.4. |
The
rights, benefits, duties and obligations under this Agreement shall inure
to, and be binding upon, the Company, its successors and assigns, and upon
the Employee and his legal representatives. This Agreement constitutes a
personal service agreement, and the performance of the Employee’s
obligations hereunder may not be transferred or assigned by the
Employee.
|
| 11.5 |
The
failure of either party to insist upon the strict performance of any of
the terms, conditions and provisions of this Agreement shall not be
construed as a waiver or relinquishment of future compliance therewith or
with any other term, condition or provision hereof, and said terms,
conditions and provisions shall remain in full force and effect. No waiver
of any term or condition of this Agreement on the part of either party
shall he effective or any purpose whatsoever unless such waiver is in
writing and signed by such party.
|
| 11.6 |
The
headings of Sections are inserted for convenience and shall not affect any
interpretation of this Agreement.
|
| 12. |
Notices
|
| 12.1. |
A
notice that is sent by registered mail to a party at its address as set
forth in paragraph 12.2, below, shall be deemed received three (3) days
after its posting, and the receipt stamped by the post office shall
represent definitive evidence of the date of
mailing.
|
| 12.2. |
The
addresses of the parties for the purposes of this Agreement
are:
|
BioCancell Therapeutics
Ltd.:
Hi-Tech
Park, Xxxxxx X. Xxxxx Campus,
Xxxxx
Xxx, X.X. Xxx 00000, Xxxxxxxxx, 00000
Employee:
Beit
XxXxxxx 00
Xxxxxxxxx
00000
IN WITNESS WHEREOF the
parties have hereunto set their hands at the place and on the date first above
written.
BioCancell
Therapeutics Ltd
By
|
/s/
Xxx Xxxxx
|
/s/
Xxx Xxxxx
|
/s/
Xxxxxxx Xxxxxxxx
|
||
|
Name:
Xxx Xxxxx
Title:
Chairman
|
Xxx
Xxxxx
President
|
Xxxxxxx
Xxxxxxxx
|
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